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C29 METALS LIMITED — Proxy Solicitation & Information Statement 2023
Feb 23, 2023
64596_rns_2023-02-23_3180f656-f556-40a0-ade5-c922be5ef7a7.pdf
Proxy Solicitation & Information Statement
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C29 Metals Limited (ACN 645 218 453)
NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM
Thursday, 30 March 2023
10:00 am AWST
To be held at Level 2, 23 Railway Road, Subiaco WA 6008
This Notice of Extraordinary General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.
Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 6559 1792.
NOTICE OF MEETING
Notice is given that the Extraordinary General Meeting of Shareholders of C29 Metals Limited (ACN 645 218 453) ( Company ) will be held at Level 2, 23 Railway Road, Subiaco WA 6008 on Thursday, 30 March 2023 commencing at 10:00am AWST ( Meeting ).
The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.
The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders at 4:00pm AWST on Tuesday, 28 March 2023.
Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.
AGENDA
1. Resolution 1 – Ratification of Prior Issue – Placement Shares – Listin Rule 7.1 g
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 5,116,279 Shares under the Company’s Listing Rule 7.1 capacity, on terms and conditions in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of these Resolutions by or on behalf of:
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(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely the Placement Participants); or
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(b) an associate of that person or those persons.
However, this does not apply to a vote cast in favour of a resolution by:
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(a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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(b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
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(c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution; and
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(ii) the holder votes on the resolution in accordance with directors given by the beneficiary to the holder to vote in that way.
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2. Resolution 2 – Ratification of Prior Issue – Facilitation Shares to Molo Capital – Listing Rule 7.1
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:
“That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 1,000,000 Shares under the Company’s Listing Rule 7.1 capacity, on terms and conditions in the Explanatory Memorandum.”
Voting Exclusion Statement
The Company will disregard any votes cast in favour of these Resolutions by or on behalf of:
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(a) a person who participated in the issue or is a counterparty to the agreement being approved (namely Molo Capital); or
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(b) an associate of that person or those persons.
However, this does not apply to a vote cast in favour of a resolution by:
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(d) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
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(e) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or
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(f) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
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(i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the resolution; and
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(ii) the holder votes on the resolution in accordance with directors given by the beneficiary to the holder to vote in that way.
Dated 23 February 2023
BY ORDER OF THE BOARD
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Mauro Piccini Company Secretary
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EXPLANATORY MEMORANDUM
1. Introduction
This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at Level 2, 23 Railway Road, Subiaco WA 6008 on Thursday, 30 March 2023 commencing at 10:00am AWST.
This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.
A Proxy Form is located at the end of the Explanatory Memorandum.
2. Action to be taken b Shareholders y
Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.
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Proxies
A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a proxy) to vote in their place. All Shareholders are invited and encouraged to participate in the Meeting, and are encouraged to lodge a directed Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting.
Please note that:
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(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
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(b)
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a proxy need not be a member of the Company; and
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(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
Shareholders and their proxies should be aware that:
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(a) If proxy holders vote, they must cast all directed proxies as they are directed to; and
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(b) Any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.
Further details are set out below.
Proxy vote if appointment specifies way to vote
Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:
- (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
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(b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
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(c) if the proxy is the Chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
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(d) if the proxy is not the Chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
Transfer of non-chair proxy to Chair in certain circumstances
Section 250BC of the Corporations Act provides that, if:
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(a) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
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(b) the appointed proxy is not the Chair of the meeting; and
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(c) at the meeting, a poll is duly demanded, or is otherwise required under section 250JA, on the question that the resolution be passed; and
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(d) either of the following applies:
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(i) if a record of attendance is made for the meeting - the proxy is not recorded as attending;
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(ii) the proxy does not vote on the resolution,
the Chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.
The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.
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Proxy Holders and Voting Instructions
If the Chair is appointed as your proxy and the Chair is not directed how to vote, you are expressly authorising the Chair to cast your undirected vote on all proposed resolutions. In accordance with this express authority, the Chair will vote in favour of all proposed resolutions.
If you wish to appoint the Chair as your proxy and wish to direct the Chair how to vote, please mark the appropriate “For”, “Against” or “Abstain” boxes on the proxy form for each proposed resolution.
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Submit your Proxy Vote
2.3.1 Online
Vote online at https://investor.automic.com.au/#/loginsah and simply follow the instructions on the enclosed proxy form.
2.3.2 By Paper
If you do not wish to vote online, then it is necessary to complete in accordance with the detailed instructions set out on the enclosed Proxy Form.
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The return of your completed form (ONLY if you do NOT vote online) can be done by one of the following ways:
| BY MAIL | Automic GPO Box 5193 Sydney NSW 2001 |
|---|---|
| BY EMAIL | [email protected] |
3. Resolution 1 – Ratification of Prior Issue – Placement Shares – Listin Rule 7.1 g
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Background
On 14 December 2022, the Company announced that it had received commitments for a placement to raise up to a total value of $1,100,000 (before costs) ( Placement ). The Placement comprised of issuing 5,116,279 Shares at an issue price of $0.215 per share ( Placement Shares ). Arq Capital Pty Ltd acted as lead manager for the Placement.
Pursuant to this Resolution 1, the Company is seeking Shareholder approval to ratify the issue of the Placement Shares.
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ASX Listing Rule 7.1
ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.
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ASX Listing Rule 7.4
ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in a general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1 .
The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. To this end, Resolution 1 seeks Shareholder approval to ratify the Placement Shares under and for the purposes of Listing Rule 7.4.
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Technical Information required by ASX Listing Rule 14.1A
If Resolution 1 is passed, the Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
If Resolution 1 is not passed, the Placement Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
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Technical Information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to ratification:
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(a) the Placement Shares were issued to sophisticated and professional investors who are clients of Arq Capital Pty Ltd, none of whom are related parties, members of the Key Management Personnel, a substantial holder or an advisor to the Company (or an associate of any of these persons) holding more than 1% of the Company’s current issued capital ( Placement Participants ) The Placement Participants were identified through a book build process, which involved Arq Capital Pty Ltd seeking expressions of interest to participate in the Placement;
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(b) a total of 5,116,279 Placement Shares were issued
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(c) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
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(d) the date the Placement Shares were issued was 23 December 2022;
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(e) the Placement Shares were issued for a price of $0.215 per Placement Share;
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(f) the purpose of the issue was to raise funds to be used towards drilling of the Company’s Argentinian Pocitos 7 and 9 salar lithium brine projects ( Lithium Projects ) and working capital;
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(g) the Placement Shares were not issued under an agreement; and
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(h) a voting exclusion statement is set out in the Notice.
The Directors of the Company believe Resolution 1 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 1.
4. Resolution 2 – Ratification of Prior Issue – Facilitation Shares to Molo Capital – Listing Rule 7.1
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General
On 25 October 2022, the Company issued 1,000,000 Shares to Molo Capital in consideration for the introduction and facilitation of the Company’s acquisition of the Lithium Projects pursuant to the Lithium Brine Option Agreement ( Facilitation Shares ), pursuant to an agreement between the Company and Molo Capital (as summarised in Section 4.2 below).
Resolution 2 seeks Shareholder ratification pursuant to LASX listing Rule 7.4 for the issue of the Facilitation Shares issued pursuant to the Company’s placement capacity under Listing Rule 7.1.
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Summary of Facilitation Agreement
The Company entered into an agreement with Molo Capital, pursuant to which Molo Capital assisted the Company with the introduction and facilitation of the Company’s acquisition of the Lithium Projects pursuant to the Lithium Brine Option Agreement ( Facilitation Agreement ).
The material terms of the Facilitation Agreement are summarised below:
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(a) ( Services ): the Company and Molo Capital have agreed to an arrangement whereby Molo Capital will introduce and facilitate the negotiation and completion of the proposed transaction (i.e. the Lithium Brine Option Agreement).
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(b) ( Exclusivity ): Molo Capital has agreed to immediately cease any existing discussions or negotiations with any third parties in relation to a competing transaction, or any transaction that may reduce the likelihood of the Lithium Projects.
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(c) ( Consideration ): subject to the satisfaction of the Conditions Precedent (as set out in (d) below), the Company has agreed to issue Molo Capital (or its nominee) 1,000,0000 fully paid ordinary shares in the capital of the Company ( Consideration Securities ).
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(d) ( Conditions Precedent ): the issue of the Consideration Securities is conditional upon the following conditions being satisfied (or waived by the Company):
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(i) execution of a transaction agreement between the Company and the vendor; and
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(ii) the Company being satisfied with the results of the preliminary due diligence in respect of the Lithium Projects.
The Facilitation Agreement otherwise contains terms which are considered standard for agreements of this nature.
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ASX Listing Rules 7.1 and 7.4
A summary of ASX Listing Rules 7.1 and 7.4 are provided at Sections 3.2 and 3.3 above.
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Technical Information required by ASX Listing Rule 14.1A
If Resolution 2 is passed, the Facilitation Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
If Resolution 2 is not passed, the Facilitation Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the issue date.
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Technical Information required by ASX Listing Rule 7.4
Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to ratification:
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(a) the Facilitation Shares were issued to Molo Capital (and/or its nominees) as facilitators to the Lithium Brine Option Agreement;
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(b) 1,000,000 Facilitation Shares were issued;
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(c) the Facilitation Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
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(d) the date the Facilitation Shares were issued was 25 October 2022;
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(e) the Facilitation Shares were issued for nil cash consideration;
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(f) the Facilitation Shares were issued for the purposes of satisfying the Company’s obligation to pay the required fees under the Facilitation Agreement;
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(g) the Facilitation Shares were issued pursuant to the Facilitation Agreement, a summary of the material terms of this agreement is set out in Section 4.2 above; and
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(h) a voting exclusion statement is set out in the Notice.
The Directors of the Company believe Resolution 2 is in the best interests of the Company and its Shareholders and unanimously recommend that the Shareholders vote in favour of Resolution 2.
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SCHEDULE 1 – Definitions
In this Notice and the Explanatory Memorandum:
$ means Australian Dollars.
Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director or officer unless the contrary is established.
ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.
AWST means Western Standard Time, being the time in Perth, Western Australia.
Board means the board of Directors.
Business Day means:
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(a) for determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
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(b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth.
Chair means the person appointed to chair the Meeting convened by this Notice.
Closely Related Party means:
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(a) a spouse or child of the member; or
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(b) has the meaning given in section 9 of the Corporations Act.
Company means C29 Metals Limited (ACN 645 218 453).
Constitution means the constitution of the Company as at the commencement of the Meeting.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Company.
Equity Securities has the same meaning as in the Listing Rules.
Explanatory Memorandum means the explanatory memorandum attached to the Notice.
Facilitation Agreement has the meaning given in Section 4.2.
Facilitation Shares has the meaning given in Section 4.1.
Key Management Personnel means persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.
Listing Rules means the listing rules of ASX.
Lithium Brine Option Agreement has the meaning as set out in the announcement dated 25 October 2022.
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Lithium Projects has the meaning given in Section 3.5.
Meeting has the meaning in the introductory paragraph of the Notice.
Molo Capital means The Trustee for Jamie Myers Family Trust (ABN 46 770 600 287) trading as Molo Capital (CAR No. 001295948 of AFSL 456663).
Notice means this notice of meeting.
Option means an option which entities the holder to subscribe for one Share.
Placement has the meaning given in Section 3.1.
Placement Participants has the meaning given in Section 3.5.
Placement Shares has the meaning given in Section 3.1.
Proxy Form means the proxy form attached to the Notice.
Resolution means resolution contained in the Notice.
Schedule means a schedule to this Notice.
Section means a section contained in this Explanatory Memorandum.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a shareholder of the Company.
Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.
VWAP means volume weight average price.
In this Notice and the Explanatory Memorandum words importing the singular include the plural and vice versa.
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Holder Number:
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C29 Metals Limited | ABN 47 645 218 453
Proxy Voting Form If you are attending the meeting in person, please bring this with you for Securityholder registration.
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Your proxy voting instruction must be received by 10.00am (AWST) on Tuesday, 28 March 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below.
YOUR NAME AND ADDRESS
The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their broker of any changes.
STEP 1 – APPOINT A PROXY
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS
Individual : Where the holding is in one name, the Shareholder must sign.
Lodging your Proxy Voting Form:
Online:
Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/l oginsah
or scan the QR code below using your smartphone
Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form.
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BY MAIL:
Automic GPO Box 5193 Sydney NSW 2001
IN PERSON:
Automic
Level 5, 126 Phillip Street Sydney NSW 2000
Joint holding : Where the holding is in more than one name, all Shareholders should sign.
Power of attorney : If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it.
Companies : To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you.
Email Address : Please provide your email address in the space provided.
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automic.com.au.
BY EMAIL:
BY FACSIMILE:
+61 2 8583 3040
All enquiries to Automic: WEBSITE:
https://automicgroup.com.au/
PHONE: 1300 288 664 (Within Australia)
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Extraordinary General Meeting of C29 Metals Limited, to be held at 10.00am (AWST) on Thursday, 30 March 2023 at Level 2, 23 Railway Road, Subiaco WA 6008 hereby:
Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”,” against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.
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STEP 2 – Your voting direction
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Resolutions For Against Abstain
1. Ratification of Prior Issue – Placement Shares – Listing Rule 7.1
2. Ratification of Prior Issue – Facilitation Shares to Molo Capital – Listing Rule 7.1
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STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all of your communications despatched by the Company electronically (where legally permissible).
C29
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